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Exhibit 10.25    
    


[LOGO
OF TFC TEXTRON] 


THIRD AMENDMENT TO WHOLESALE SECURITY AGREEMENT  


        THIS THIRD AMENDMENT TO WHOLESALE SECURITY AGREEMENT ("Amendment") is made as of the 2nd day of March 2004 by and between TEXTRON FINANCIAL CORPORATION, a
Delaware corporation ("Secured Party"); and the undersigned (jointly and severally, individually and collectively, "Debtor"). 


WITNESSETH
THAT: 


        WHEREAS,
the Secured Party and Debtor are parties to a certain Wholesale Security Agreement dated August 21, 2002, as may have been previously amended, modified or supplemented
(the "Agreement"); and 


        WHEREAS,
the parties hereto desire to amend certain of the terms of the Agreement; 


        NOW
THEREFORE, in consideration of the premises and the mutual obligations hereinafter contained, and for other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows: 



	1.
	All
capitalized terms used and not otherwise defined herein shall have the same meanings provided therefore in the Agreement.



	2.
	Subparagraph
6.1(a) of the Agreement is hereby amended and restated in its entirety to read as follows: 





"Debtor
further represents, warrants, covenants, agrees and acknowledges that Debtor receives good and valuable benefit and consideration from its relationship with Fleetwood Enterprises, Inc.,
and as such represents, warrants, covenants, agrees and acknowledges the failure of Fleetwood Enterprises, Inc., to maintain the following financial covenants shall be an Event of Default
hereunder: 


Fleetwood
Enterprises, Inc. shall achieve a minimum EBITDA for each period of four consecutive Fiscal Quarters as set forth below: 




	 
	 	MINIMUM EBITDA
 
	 	Period Ending
 
	 	 

	 	 	$	(7,500,000	)	On the last Sunday in April 2003	 	 
	 	 	$	(7,500,000	)	On the last Sunday in July 2003	 	 
	 	 	$	(8,500,000	)	On the last Sunday in October 2003	 	 
	 	 	$	16,500,000	 	On the last Sunday in January 2004	 	 
	 	 	$	60,000,000	 	On the last Sunday in April 2004	 	 





	3.
	The
Agreement is further amended by deleting Schedule 9(L) and substituting in lieu thereof the Revised Schedule 9(L) attached hereto and incorporated herein by this
reference.



	4.
	Except
as amended hereby, the Agreement shall remain in full force and effect, and is in all respects hereby ratified and affirmed.



	5.
	This
Amendment, and the rights and duties of the parties hereunder, shall be governed by and construed in accordance with the internal laws of the State of Rhode Island, without regard
to such jurisdiction's principles of conflicts of laws. If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the
remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 











	6.
	This
Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the
same instrument, and a facsimile signature shall suffice as original for all purposes. 




        IN
WITNESS WHEREOF, the parties hereto have caused this amendment to be executed by their duly authorized officer or representative as of the day and year first above written. 



	SECURED PARTY:
 
	 	DEBTOR:
 

	TEXTRON FINANCIAL CORPORATION, for itself and as agent for its affiliates	 	FLEETWOOD RETAIL CORP. OF ARKANSAS,

an Arkansas corporation
	

 	

 	
 	

FLEETWOOD RETAIL CORP. OF GEORGIA,

a Georgia corporation
	

By:	

/s/  BRIAN COURTNEY      
	
 	

 	

 
	Print Name: Brian Courtney

Print Title: VP, Credit	 	 	 
	

 	

 	
 	

FLEETWOOD RETAIL CORP. OF ILLINOIS,

a Illinois corporation
	

 	

 	
 	

FLEETWOOD RETAIL CORP. OF KANSAS,

a Delaware corporation
	

 	

 	
 	

FLEETWOOD RETAIL CORP. OF LOUISIANA,

a Louisiana corporation
	

 	

 	
 	

FLEETWOOD RETAIL CORPORATION OF MISSOURI,

a Missouri corporation
	

 	

 	
 	

FLEETWOOD RETAIL CORP. OF OHIO,

a Ohio corporation
	

 	

 	
 	

FLEETWOOD HOME CENTERS OF NEVADA, INC.,

a Nevada corporation
	

 	

 	
 	

FLEETWOOD RETAIL CORP. OF OKLAHOMA,

a Oklahoma corporation
	

 	

 	
 	

FLEETWOOD RETAIL CORP. OF SOUTH CAROLINA,

a South Carolina corporation
	

 	

 	
 	

FLEETWOOD RETAIL CORP. OF WEST VIRGINIA,

a West Virginia corporation
	 	 	 	 	 









	

 	

 	
 	

FLEETWOOD RETAIL CORP. OF WASHINGTON,

a Delaware corporation
	

Secured Party's address for notices:

P.O. Box 3090

Alpharetta, GA 30023	
 	

By:	

/s/  BOYD R. PLOWMAN      
 Print Name: BOYD R. PLOWMAN

Print Title: AS EXECUTIVE V.P. FOR EACH OF THE FOREGOING DEBTORS









REVISED SCHEDULE 9(L)  


        Capitalized terms not defined in this Schedule shall have the meaning ascribed to them in the Other Credit Facility. 




Fleetwood
Enterprises, Inc. shall achieve a minimum EBITDA for each period of four consecutive Fiscal Quarters as set forth below: 




	 
	 	MINIMUM EBITDA
 
	 	Period Ending
 
	 	 

	 	 	$	(7,500,000	)	On the last Sunday in April 2003	 	 
	 	 	$	(7,500,000	)	On the last Sunday in July 2003	 	 
	 	 	$	(8,500,000	)	On the last Sunday in October 2003	 	 
	 	 	$	16,500,000	 	On the last Sunday in January 2004	 	 
	 	 	$	60,000,000	 	On the last Sunday in April 2004	 	 






On
a consolidated basis, Fleetwood Enterprises, Inc. shall at all times maintain Fleetwood Liquidity of not equal to or less than Eighty Million Dollars ($80,000,000.00) for the most recent
calendar month, of which the Borrowers (on a stand alone basis) shall maintain at all times Borrower Liquidity for the most recent calendar month of not equal to or less than Fifty Million Dollars
($50,000,000.00). 

















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Exhibit 10.25